UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2018
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Chevron Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-00368
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94-0890210
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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6001 Bollinger Canyon Road, San Ramon, CA
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94583
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(925) 842-1000
N/A
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (
§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d)
On January 31, 2018, the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) elected Jim Umpleby to the Board, effective March 1, 2018 (the “Effective Date.”) Mr. Umpleby will serve on the Board Nominating and Governance Committee and the Management Compensation Committee.
On January 31, 2018, the Board also approved, to be granted on the Effective Date, a prorated grant of the annual restricted stock unit award granted to non-employee Directors under the Chevron Non-Employee Directors’ Equity Compensation and Deferral Plan (the “NED Plan.”) The number of restricted stock units to be received by Mr. Umpleby shall be determined by multiplying $225,000 by a fraction, the numerator of which is the number of days remaining in the Annual Compensation Cycle (as defined in the NED Plan) beginning on the Effective Date and the denominator of which is the number of days in the Annual Compensation Cycle, and dividing that product by the closing Chevron common stock price on the Effective Date. Mr. Umpleby will also be entitled to receive the annual cash retainer for non-employee Directors of $150,000, which will be prorated and paid in monthly installments.
The press release announcing Mr. Umpleby’s election to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit Number
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Description
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99.1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CHEVRON CORPORATION
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Dated: February 1, 2018
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By:
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/s/ Christine L. Cavallo
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Christine L. Cavallo
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Assistant Secretary
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Exhibit 99.1
Jim Umpleby Elected to Chevron’s Board of Directors
SAN RAMON, Calif., Feb. 1, 2018
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Chevron Corporation (NYSE: CVX) announced that Jim Umpleby has been elected to Chevron’s board of directors. Umpleby’s appointment is effective March 1, 2018, and he will serve on the Board Nominating and Governance Committee as well as the Management Compensation Committee.
“Jim Umpleby brings valuable perspective to the Board as chief executive of one of the world’s leading manufacturers of heavy equipment,” said Michael K. Wirth, Chevron’s chairman of the board and chief executive officer. “He has a strong background in varied dimensions that are relevant to Chevron’s business, including international policy, heavy equipment engineering, environmental policy, and global workforce development.”
Umpleby, 59, is Chief Executive Officer and a member of the board of directors of Caterpillar Inc. He joined a Caterpillar subsidiary, Solar Turbines, in 1980, and held leadership positions in a wide variety of functions at Caterpillar. Umpleby was named group president of Caterpillar’s Energy & Transportation business segment in 2013 and assumed the role of CEO on January 1, 2017.
A graduate of the Rose-Hulman Institute of Technology with a Bachelor of Science degree in mechanical engineering, Umpleby has also completed an executive leadership program at the International Institute for Management Development in Lausanne, Switzerland. He serves on Rose-Hulman’s board of trustees, on the board of directors of the US-India Strategic Partnership Forum, and is a member of the Latin America Conservation Council and the Business Roundtable.
Chevron Corporation is one of the world’s leading integrated energy companies. Through its subsidiaries that conduct business worldwide, the company is involved in virtually every facet of the energy industry. Chevron explores for, produces and transports crude oil and natural gas; refines, markets and distributes transportation fuels and lubricants; manufactures and sells petrochemicals and additives; generates power; and develops and deploys technologies that enhance business value in every aspect of the company’s operations. Chevron is based in San Ramon, Calif. More information about Chevron is available at
www.chevron.com
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Contact:
Kent Robertson -- +1 925-842-1456
